[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited interim consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the company [Interim Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Interim%20Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited interim financial statements for the six months ended June 30, 2025, show a deteriorating financial position with a **$23.2 million** net loss, negative gross margins, and substantial non-cash charges, raising going concern doubts [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$15.0 million** while liabilities grew to **$18.2 million**, resulting in a **$3.1 million** stockholders' deficit and a **$4.6 million** working capital deficit Consolidated Balance Sheet Summary (Unaudited) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $11,643,452 | $6,325,679 | | **Total Assets** | $15,031,082 | $10,006,215 | | **Total Current Liabilities** | $16,281,393 | $15,265,907 | | **Total Liabilities** | $18,158,973 | $17,638,097 | | **Total Stockholders' Deficit** | ($3,127,891) | ($7,631,882) | - The company's working capital deficit was **$(4,637,940)** as of June 30, 2025, compared to **$(8,940,228)** as of December 31, 2024[55](index=55&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Revenues declined by **27%** for the six months ended June 30, 2025, with a negative gross margin in Q2, leading to a **$23.2 million** net loss driven by significant non-cash charges Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $2,842,596 | $3,255,393 | $5,353,920 | $7,299,230 | | **Gross Margin** | ($31,373) | $30,655 | $257,680 | $871,978 | | **Operating Loss** | ($4,198,280) | ($3,947,921) | ($7,164,698) | ($6,225,190) | | **Net Loss** | ($18,137,743) | ($5,253,004) | ($23,196,999) | ($7,954,282) | | **Basic and Diluted EPS** | ($5.34) | ($201.01) | ($7.15) | ($304.38) | - A significant loss on debt extinguishment of **$12.3 million** and a loss on settlement of liability of **$2.6 million** were major contributors to the net loss in the first six months of 2025[11](index=11&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating activities used **$3.4 million** in cash for the six months ended June 30, 2025, with financing activities providing **$8.2 million**, increasing total cash to **$5.1 million** Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($3,359,662) | ($3,697,209) | | **Net Cash Used in Investing Activities** | ($42,272) | ($5,939) | | **Net Cash Provided by Financing Activities** | $8,196,600 | $3,008,237 | | **Change in Cash, Cash Equivalents, and Restricted Cash** | $4,794,666 | ($694,911) | | **Total Cash, Cash Equivalents, and Restricted Cash at End of Period** | $5,082,212 | $452,785 | [Notes to the Condensed Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) Key notes include a change in auditors, non-reliance on prior financials, substantial going concern doubt, heavy reliance on dilutive high-interest debt, and ongoing legal proceedings including a Bank of America default - The company dismissed its previous auditor, BF Borgers CPA PC, following an SEC order, and as a result, comparative financial figures for the three and six months ended June 30, 2024, have not been restated and should not be relied upon[17](index=17&type=chunk)[18](index=18&type=chunk)[20](index=20&type=chunk) - Substantial doubt exists about the Company's ability to continue as a going concern due to significant net losses of **$23.2 million** for the six months ended June 30, 2025, an accumulated deficit of **$88.3 million**, and a working capital deficit, with continued operations dependent on raising additional capital[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) - The company is heavily reliant on working capital loans, many structured as Revenue Interest Purchase Agreements or containing high interest rates and conversion features leading to significant shareholder dilution[81](index=81&type=chunk)[82](index=82&type=chunk) - Numerous debt-to-equity conversions and share issuances occurred, including over **1 million shares** issued to settle **$4.1 million** in payables, resulting in a **$2.6 million** loss on conversion and indicating significant dilutive financing activities[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - The company defaulted on its line of credit with Bank of America, leading to a lawsuit seeking over **$1.9 million**, and failed to make the final payment by the July 31, 2025 deadline despite a forbearance agreement[164](index=164&type=chunk)[165](index=165&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **27%** revenue decline to market slowdowns, with increased net loss due to non-cash debt extinguishment losses and higher marketing and professional fees, highlighting ongoing liquidity and going concern risks - The company positions itself as "America's Patriotic Brand," focusing on safes, concealed carry products, and American Rebel Light Beer, leveraging CEO Andy Ross's public persona for marketing[188](index=188&type=chunk)[198](index=198&type=chunk) Revenue by Product Category (Six Months Ended June 30) | Percentage of revenue | 2025 | 2024 | | :--- | :--- | :--- | | Safes | 95.7% | 99.2% | | Soft goods | 1.6% | 0.5% | | Beverages | 2.7% | 0.3% | | Total | 100% | 100% | - Revenue for the six months ended June 30, 2025, decreased by **27%** to **$5.4 million** from **$7.3 million** in the prior year, attributed by management to slower sales and market conditions in the second amendment industry[225](index=225&type=chunk) - Operating expenses for the first six months of 2025 increased by **5%** year-over-year, driven by a **195%** increase in marketing and brand development costs and a **46%** increase in administrative expenses[225](index=225&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk) - The company's working capital deficit was **$4.6 million** as of June 30, 2025, with operations primarily funded through dilutive issuances of capital stock and convertible debt[236](index=236&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable to the company as a smaller reporting company - The company has indicated that this item is not applicable[243](index=243&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2025, due to a material weakness in internal control over financial reporting, specifically inadequate management reviews and technical accounting competencies - The CEO and Interim Principal Accounting Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2025[245](index=245&type=chunk) - A material weakness in internal control over financial reporting was identified due to deficiencies in management reviews and a lack of sufficient technical accounting competencies[246](index=246&type=chunk) [PART II. OTHER INFORMATION](index=54&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section details legal proceedings, risk factors, unregistered equity sales, defaults on senior securities, and other pertinent information [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company faces legal actions including a trademark infringement claim from Liberty Safe and a **$1.9 million** lawsuit from Bank of America for a defaulted line of credit - The company received a complaint from Liberty Safe and Security Products, Inc. for alleged trademark infringement, which management believes is without merit but has initiated settlement discussions[249](index=249&type=chunk) - Bank of America filed a complaint against the company on March 21, 2025, seeking no less than **$1,906,743** due to a default on a line of credit, with a forbearance agreement executed on May 30, 2025[250](index=250&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) This section refers to risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, with no new factors detailed in this quarterly report - The report directs investors to the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2024[252](index=252&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company engaged in extensive unregistered sales of equity securities, including common and Series D Preferred Stock, to settle payables and convert debt, highlighting reliance on dilutive financing - In April 2025, the company entered into a settlement agreement with Silverback Capital Corporation (SCC) to exchange payables totaling **$4.7 million** for shares of common stock[255](index=255&type=chunk) - On April 4, 2025, the company entered into agreements for a private placement to sell an aggregate of **724,640 shares** of common stock (or pre-funded warrants) and accompanying series A and B warrants[260](index=260&type=chunk) - Numerous conversions of debt into common stock and Series D Preferred Stock occurred throughout April and May 2025 with various lenders, indicating a pattern of settling obligations with equity[258](index=258&type=chunk)[262](index=262&type=chunk)[278](index=278&type=chunk) [Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company defaulted on its Bank of America line of credit, failing to make the **$1.8 million** final payment by July 31, 2025, and acknowledges cash flow restraints and missed payments on other financing agreements - The company's subsidiary, Champion Safe, defaulted on its Credit Agreement with Bank of America[286](index=286&type=chunk) - Champion did not make the final payment of all amounts owed under the Credit Agreement by the extended forbearance deadline of July 31, 2025, with the total amount due being **$1,831,014.51**[291](index=291&type=chunk) - The company has experienced cash flow restraints and has missed payments due under several other financing agreements, though it is working with lenders for solutions[293](index=293&type=chunk) [Mine Safety Disclosure](index=61&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company - The company has indicated that this item is not applicable[296](index=296&type=chunk) [Other Information](index=61&type=section&id=Item%205.%20Other%20Information) Post-quarter, on July 31, 2025, the company secured a **$500,000** promissory note with **$350,000** net proceeds to support refinancing and extend the Bank of America forbearance agreement, with a debt-to-equity conversion option - On July 31, 2025, the Company entered into a two-year promissory note for a gross principal of **$500,000**, with net proceeds of **$350,000**[297](index=297&type=chunk) - The proceeds are intended to support refinancing efforts with Bank of America, specifically to extend the existing forbearance agreement[298](index=298&type=chunk) [Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including numerous financing and securities agreements, highlighting the complexity of capital-raising and debt-restructuring activities

Core Insights - American Rebel Light Beer successfully activated its brand at the 2025 Knoxville Nationals, enhancing brand awareness and consumer connection among a large audience of over 25,000 fans [1][2][11] - The partnership with Jason Meyers Racing showcased the brand's commitment to excellence and resonated well with the Sprint Car community, driving positive feedback and visibility [4][6][8] Brand Activation and Performance - American Rebel Light Beer made its official Sprint Car debut at the Knoxville Nationals, achieving significant retail success and becoming a top seller at the Dingus Lounge during the event [2][11] - The beer's performance on the track was mirrored by its retail success, with a strong presence in stores like Hy-Vee and Casey's, leading to trial and repeat purchases [11][14] Strategic Partnerships - The collaboration with Jason Meyers Racing, a two-time World of Outlaws champion, reinforced the brand's image and connected with a loyal fan base [4][5][6] - The partnership was described as phenomenal, with positive comments on the car design and branding, indicating strong community engagement [6][8] Consumer Engagement - American Rebel Light Beer engaged thousands of new customers through on-site sampling and fan activations during the Knoxville Nationals [11][14] - The brand's messaging aligns with the values of its target audience, emphasizing patriotism, loyalty, and a competitive spirit [7][8] Product Details - American Rebel Light Beer is marketed as a healthier option, with approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol content per 12 oz serving, appealing to consumers seeking a balanced lifestyle [16] - The beer is crafted without added supplements and is free from corn, rice, or sweeteners typically found in mass-produced beers, enhancing its appeal to health-conscious consumers [16]

Core Perspective - American Rebel Holdings, Inc. is positioning itself as a patriotic lifestyle brand through its sponsorship of motorsports events, particularly the Knoxville Nationals, to engage with a core demographic of loyal, patriotic fans and promote its American Rebel Light Beer as their preferred choice [1][6][9]. Company Overview - American Rebel Holdings, Inc. has evolved from a designer and marketer of branded safes and personal security products to a diversified patriotic lifestyle company, now including offerings in beer, apparel, and accessories [12]. - The company emphasizes its commitment to American values and aims to resonate with freedom-loving consumers nationwide [11]. Product Details - American Rebel Light Beer is marketed as a "better-for-you" option, featuring approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol by volume (ABV) per 12 oz serving, brewed without corn, rice, or added sweeteners [10][14]. - The beer is positioned as a premium domestic light lager that aligns with a healthier lifestyle while maintaining a bold flavor [10][14]. Marketing and Sponsorship - The company is leveraging its sponsorship of Spencer Bayston's No. 14 Sprint Car to enhance brand visibility and connect with motorsports fans, showcasing the beer at one of the most iconic events in the sport [6][9]. - American Rebel Light Beer is featured prominently at the Knoxville Raceway and the Dingus Lounge, reinforcing its community engagement and support for local businesses [7][9]. Expansion and Distribution - Since its launch in September 2024, American Rebel Light Beer has expanded its distribution across multiple states, including Tennessee, Connecticut, and Iowa, marking significant growth in the beverage market [13]. - The partnership with Mahaska Bottling Company signifies a major milestone in the company's Midwest expansion efforts [9].

Core Insights - Champion Safe Company, a subsidiary of American Rebel Holdings, reported a 30% year-over-year increase in sales, attributed to its partnership with Northwest Safe, a respected authority in the safe industry [4][5][23] - The growth reflects a strong relationship based on shared values and commitment to excellence, positioning Northwest Safe as a benchmark account in the Pacific Northwest security landscape [5][6] - Champion Safe emphasizes quality and American-made craftsmanship, with all products made from 100% American-made high-strength steel and backed by a lifetime warranty [9][23] Company Overview - American Rebel Holdings, Inc. (NASDAQ: AREB) is a lifestyle brand that produces safes, personal protection items, and patriotic apparel, catering to consumers who celebrate American values [23] - Champion Safe Company has been a leader in manufacturing high-security safes for over 25 years, known for superior craftsmanship and reliability [23] - Northwest Safe, founded in 1988, operates one of the largest safe showrooms in the U.S., specializing in residential and commercial safe solutions [10][22] Partnership Dynamics - The partnership between Champion Safe and Northwest Safe is characterized by mutual respect and a commitment to quality, enhancing dealer support and product innovation [6][8] - Champion Safe's internal improvements are designed to benefit elite partners like Northwest Safe, resulting in better products and outcomes for customers [8] - Northwest Safe's influence extends beyond sales, engaging in educational content through podcasts and blogs, addressing industry myths and providing insights into security [16][18] Product Highlights - The Champion Big Yellow Safe is highlighted as the largest gun safe in the industry, measuring 10 feet tall, 6 feet wide, and 4 feet deep, with 240 cubic feet of storage space [13][15] - Champion Safe's offerings include a full line of premium safes, with expanded access and faster delivery through Northwest Safe's logistics team [11][21]

Core Insights - Champion Safe Company, a subsidiary of American Rebel Holdings, reported a 30% year-over-year increase in sales, attributed to its partnership with Northwest Safe, a respected authority in the safe industry [2][3][4] Company Overview - American Rebel Holdings, Inc. is a lifestyle brand that emphasizes American values, producing safes, personal protection items, and patriotic apparel [24] - Champion Safe Company has been a leader in manufacturing high-security safes for over 25 years, known for superior craftsmanship and reliability [23] - Northwest Safe, founded in 1988, operates one of the largest safe showrooms in the U.S., specializing in residential and commercial safe solutions [8][23] Partnership Dynamics - The relationship between Champion Safe and Northwest Safe is characterized by shared values and a commitment to excellence, enhancing both companies' market positions [3][4][6] - Champion Safe's internal improvements focus on product innovation and dealer support, benefiting elite partners like Northwest Safe [6] Product Offerings - All Champion Safe models are made from 100% American-made, high-strength steel, with a lifetime warranty on all products [7] - The Champion Big Yellow Safe, the largest gun safe in the industry, exemplifies the brand's commitment to quality and innovation [11][14] Customer Experience - Northwest Safe is recognized for its extensive selection, expert service, and customer satisfaction, with hundreds of five-star reviews [19] - The company offers a full range of services, including complex installations and safe restoration, enhancing customer trust and loyalty [10][19] Industry Influence - Northwest Safe extends its influence through educational content, including a podcast and YouTube channel, addressing industry myths and providing installation demonstrations [17][18] - The company is positioned as a thought leader in the security landscape of the Pacific Northwest, contributing to its reputation and customer base [3][19]

Core Insights - American Rebel Holdings, Inc. reports strong retail performance for American Rebel Light Beer, driven by patriotic consumer demand and aggressive restocking across Total Wine & More locations [1][2][3] Company Performance - American Rebel Light Beer has achieved a 94.12% restocking order rate among active authorized accounts, indicating strong customer resonance [2] - The average restocking orders in June 2025 were 105% of the initial May 2025 order, with top accounts reordering at 245% of their initial volume [7] - By July 2025, cumulative reorders reached 330% across all June 2025 accounts, showcasing exceptional consumer pull-through [13] Market Positioning - The brand positions itself as "America's Patriotic Beer," appealing to consumers with its bold branding and all-natural ingredients, which include approximately 100 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving [16][21] - The company aims to become the 1 Domestic Light Beer in America, emphasizing its unique market fit and consumer demand [12] Retail Strategy - Total Wine & More is a key partner, with over 250 locations nationwide, playing a significant role in the alcohol industry and contributing to the brand's visibility and sales [3] - The rollout of American Rebel Light Beer is ongoing, with initial placements in 62 Total Wine & More locations across multiple states [2][20] Consumer Engagement - The brand has seen repeat purchase behavior fueled by in-store samplings, validating its product-market fit and patriotic brand loyalty [9] - American Rebel Light Beer is marketed as a healthier option in the beer segment, appealing to health-conscious consumers [11][16]

Core Insights - American Rebel Holdings, Inc. is launching its second nationwide advertising campaign to enhance brand awareness and attract new shareholders [1][4] - The campaign aims to leverage patriotic messaging and high-visibility media to engage consumers and stakeholders [1][6] Advertising Strategy - The campaign includes 2,752 television spots across 74 U.S. markets, with a focus on prime trading hours [4] - Key networks for the campaign include Comcast's CNBC, Fox News, and Fox Business, reaching approximately 95 million subscriber households [4] - Digital ads will be targeted across financial advisory and investor education platforms with a combined monthly traffic exceeding 300 million [5] Brand Messaging - CEO Andy Ross emphasizes that American Rebel represents a movement built on patriotism and American values [6] - The brand's light beer has been recognized as the fastest-growing beer in the country, reinforcing its patriotic identity [6] Media Engagement - CEO Andy Ross has actively promoted the brand through various media platforms, including appearances on Fox & Friends and Newsmax [7] - The company is utilizing a multi-channel approach to engage directly with patriotic audiences, enhancing emotional connections and business opportunities [8] Business Expansion - American Rebel Light Beer has secured over 1,100 new independent retail accounts, contributing to 57% of total sales [10] - Champion Safe Company is expanding into Colorado's high-growth market, indicating strategic growth initiatives [12] - The brand's recent launch in Mississippi marks a significant milestone in its national expansion efforts [13]

Core Insights - American Rebel Holdings, Inc. is experiencing strong sales performance and retail expansion for its American Rebel Light Beer, particularly through independent retailers, which now account for 57% of total sales and 80% of national distribution [2][9] - The company has secured over 1,100 new independent accounts in the past five months, averaging over 200 new placements monthly, indicating a strong grassroots connection to local markets [2][9] - The brand's marketing strategy includes high-profile sponsorships and activations at major events, which are driving consumer demand and influencing retailers to stock the product [4][5] Sales Performance - Independent accounts are actively promoting the brand through in-store promotions and consumer sampling, contributing to repeat purchases and consistent sales velocity [3] - The beverage division is seeing significant pull-through from national events, with consumers requesting the product from local retailers after experiencing it at these events [5][9] Retail Strategy - The company has appointed Pamela Turner as National Account Manager to enhance chain account development, focusing on Food/Grocery and Convenience channels [6][7] - American Rebel Light Beer is entering a critical reset season, where shelf space decisions are made, with over 1,100 new accounts and strong sell-through data [7][9] Market Positioning - The brand is positioned as a patriotic lifestyle product, appealing to consumers who value American-made products and natural ingredients [5][13] - American Rebel Light Beer is marketed as a healthier option, with approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol content per 12 oz serving [13] Expansion Plans - The company plans to expand into Mass and Club channels after establishing a strong presence in Liquor stores and Independent retail channels [7] - The upcoming reset season presents an opportunity for American Rebel to convert local traction into nationwide visibility and revenue growth [8][9]

Core Insights - Matt Hagan achieved his first win of the 2025 NHRA season at the Muckleshoot Casino Resort NHRA Northwest Nationals, marking his 53rd career win and elevating him to third in the season standings [2][3][4] Company Highlights - American Rebel Holdings, Inc. celebrated Hagan's victory, emphasizing the brand's alignment with motorsports and its impact on brand visibility and loyalty [9][14] - The company has successfully launched American Rebel Light Beer in multiple states since September 2024, reinforcing its presence in the beverage market [17][18] - American Rebel Light Beer is positioned as a premium domestic light lager, with approximately 100 calories, 3.2 carbohydrates, and 4.3% alcohol content per 12 oz serving, appealing to health-conscious consumers [18] Industry Context - The NHRA events provide a significant platform for American Rebel Beer, connecting with a loyal consumer base that values patriotism and authenticity [14][16] - The partnership with NHRA and TSR Racing is strategically beneficial, enhancing brand recognition and grassroots demand among motorsports fans [14][15]

Core Viewpoint - American Rebel Holdings, Inc. is enhancing its brand presence through participation in high-energy events like the Kings Royal Race Week at Eldora Speedway, aiming to connect with patriotic consumers and build brand loyalty [1][2][3]. Company Overview - American Rebel Holdings, Inc. operates primarily as a designer, manufacturer, and marketer of branded safes and personal security products, and has recently entered the beverage industry with American Rebel Light Beer [9]. - The company emphasizes its commitment to quality and patriotism, branding its beer as a celebration of American values [7]. Product Details - American Rebel Light Beer is a 4.3% ABV light lager, marketed as smooth-drinking and all-natural, brewed without corn, rice, or sweeteners [5][6]. - The beer is available in 12 oz 12-packs and 16 oz Tall Boys, with approximately 100 calories and 3.2 carbohydrates per 12 oz serving [6]. Marketing Strategy - The company focuses on grassroots marketing by engaging with consumers at cultural venues like Eldora Speedway, which are seen as gathering points for like-minded individuals [2][4]. - American Rebel Light Beer aims to foster brand loyalty by aligning with events that reflect the values of grit, loyalty, and patriotism [2][5]. Event Participation - American Rebel Light Beer will be present at Eldora Speedway on July 17 and 18, 2025, as part of the Kings Royal Race Week, reinforcing its connection to the racing community [6][8]. - The company highlights the significance of Eldora Speedway in American dirt track racing and its partnership with Tony Stewart Racing to enhance brand visibility [3][4].